Exhibit 3.1
MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU |
Date Received | (FOR BUREAU USE ONLY) |
| This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. |
Name | EFFECTIVE DATE: |
Address | |
City State ZIP Code |
Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office. |
RESTATED ARTICLES OF INCORPORATION
For use by Domestic Profit Corporations
(Please read information and instructions on the last page)
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned execute the following Articles:
| 1. | The present name of the corporation is: | ||
| Compuware Corporation | |||
| 2. | The identification number assigned by the Bureau is: 008375 | ||
| 3. | The former name(s) of the corporation are: None | ||
| 4. | The date of filing the original Articles of Incorporation was: | March 23, 1973 | |
The following Restated Articles of Incorporation supersede the Articles of Incorporation as amended and shall be the Articles of Incorporation for the corporation:
ARTICLE I
The name of the corporation is:
Compuware Corporation
ARTICLE II
The purpose or purposes for which the corporation is formed are:
to engage in any one or more lawful acts or activities within the purposes for which corporations may be organized under the Michigan Business Corporation Act.
ARTICLE III
| The total authorized shares: | ||||
| 1000 shares of | ||||
| 1. Common Shares | common stock, without par value | Preferred Shares | ||
| A statement of all or any of the relative rights, preferences and limitations of the shares of each class is as follows: | ||||
ARTICLE IV
| 1. The name of the resident agent: | The Corporation Company |
| 2. The street address of the registered office is: | |||
| 30600 Telegraph Road, Suite 2345 | Bingham Farms | , Michigan | 48025-5720 |
| (Street Address) | (City) | (Zip Code) | |
| 3. The mailing address of the registered office, if different than above: | |||
| , Michigan | |||
| (Street Address or P.O. Box) (City) | (Zip Code) | ||
ARTICLE V (Optional. Delete if not applicable)
Any action required or permitted by the Act to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the action were present and voted. A written consent shall bear the date of signature of the shareholder who signs the consent. Written consents are not effective to take corporate action unless within 60 days after the record date for determining shareholders entitled to express consent to or to dissent from a proposal without a meeting, written consents dated not more than 10 days before the record date and signed by a sufficient number of shareholders to take the action are delivered to the corporation. Delivery shall be to the corporation's registered office, its principal place of business, or an officer or agent of the corporation having custody of the minutes of the proceedings of its shareholders. Delivery made to a corporation's registered office shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to shareholders who would have been entitled to notice of the shareholder meeting if the action had been taken at a meeting and who have not consented to the action in writing. An electronic transmission consenting to an action must comply with Section 407(3).
(Additional provision, if any, may be inserted here; attach additional pages if needed).
| 5. | COMPLETE SECTION (a) IF THE RESTATED ARTICLES WERE ADOPTED BY THE UNANIMOUS CONSENT OF THE INCORPORATOR(S) BEFORE THE FIRST MEETING OF THE BOARD OF DIRECTORS, OTHERWISE, COMPLETE SECTION (b). DO NOT COMPLETE BOTH. |
| a. | ☐ These Restated Articles of Incorporation were duly adopted on the ______________ day of _______________________, ___________, in accordance with the provisions of Section 642 of the Act by the unanimous consent of the incorporator(s) before the first meeting of the Board of Directors. |
Signed this ________________ day of ____________________________, ___________
| (Signatures of Incorporators; Type or Print Name Under Each Signature) | |||
| b. | ☒ These Restated Articles of Incorporation were duly adopted on the _ eighth_______ day of _____December__________, __2014_____, in accordance with the provisions of Section 642 of the Act: (check one of the following) |
| ☐ | by the Board of Directors without a vote of the shareholders. These Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Articles of Incorporation as heretofore amended and there is no material discrepancy between those provisions and the provisions of these Restated Articles. |
| ☒ | by the shareholders at a meeting in accordance with section 611(3) of the Act |
| ☐ | were duly adopted by the written consent of the shareholders having not less than the minimum number of votes required by statute in accordance with Section 407(1) of the Act. Written notice to shareholders who have not consented in writing has been given. (Note: Written consent by less than all of the shareholders is permitted only if such provision appears in the Articles of Incorporation.) |
| ☐ | were duly adopted by the written consent of the shareholders entitled to vote in accordance with section 407(2) of the Act. |
Signed this___15th______ day of ______December___________, _2014
| By | /s/Daniel S. Follis, Jr. | ||
| (Signature of an authorized officer or agent) | |||
| Daniel S. Follis, Jr. | |||
| (Type or Print Name) |